Belize – International Business Companies

.

In 1990, Belize enacted the International Business Companies Act based on the British Virgin Islands model. Since its inception, Belize has registered more than 160,000 IBC’s.

Belize’s IBC legislation is viewed internationally as one of the most modern and user-friendly. It is particularly designed with the offshore investor in mind. A Belizean IBC is an ideal corporate vehicle for international financial transactions and allows the investor to engage in a wide variety of activities ranging from asset protection to operating bank accounts, brokerage accounts, ship ownership, commission arrangements and various other commercial transactions.

Another type of companies of international business was implemented by The Belize International Limited Liability Companies Act, 2011, which was modelled on the Nevis LLC law of 1995 and the Cook Islands LLC Act of 2008. Conceptually, a Limited Liability Company or an LLC is a hybrid between two familiar business structures, namely, a corporation and a partnership.

The difference between IBC and LLC is comparatively small, nonetheless can have significant implications. The main differences lie in ownership and management regulations:

IBC’s have shareholder ownership, and a director (or directors),

LLC’s have member ownership, and the control is assumed by manager (or managers). Thus, LLC does not issue shares, and does not have shareholders. Its owners are defined as members.

Example of “Certificate of Incorporation” in Belize

KEY FEATURES

Income tax in Belize:

0%

Conduct business internationally:

Yes

Conduct business within Belize:

No

Formally considered as tax-resident in Belize:

No

Official language:

English

Operational objects:

No

Double-tax avoidance treaties:

–

Available special types of company:

Limited duration company

Public Investment Company

Min. share capital:

No min required

Optimal authorized capital (min. state duty):

US$50.000

Bearer shares:

Yes but only hold in custody by the registered agent in Belize

Min. number of directors:

1

Corporate and non-resident directors:

Allowed

Register of Directors filed for public record:

No

Register of Directors:

To be kept by the Registered Agent

Min. number of shareholders:

1

Register of members:

To be kept by the Registered Agent

Register of Members filed for public record:

No

Holding of Annual General Meeting:

Not mandatory

Convention of Meetings of Directors / Members:

Convention of Meetings of Directors / Members

Keeping of accounts:

Required, with obligation to provide the Registered Agent in Belize with a written record of the physical address of the place(s) where the accounting records are kept

Auditing of accounts:

Not required

Filing of accounts:

Not required

Corporate Seal:

Mandatory

Imprint of corporate seal:

To be kept by the Registered Agent

Disclosure of beneficial owners to Registrar:

No

Disclosure of beneficial owners to Agent:

Yes (confidential due diligence)

Redomicile a foreign company into Belize:

Yes

Redomicile a Belize company abroad:

Yes

Step 1 – Approve the name

Name reservation if fairly quick process. Approval is given within the day.

RESTRICTIONS

A Belize IBC may not be registered under a name that is identical to the name of an existing Belize company. The registration of a new IBC in Belize may also be refused if its name so nearly resembles the name of another company as to be calculated to deceive, except where the other company gives its express consent.

The name of a Belize IBC may not contain the words “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, or any word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of Her Majesty Queen of England or that of a member of the British Royal Family. Similarly, the name of a Belize IBC must not suggest any connection with the Government of Belize or any of its departments.

A Belize IBC may not register the name containing the words “Assurance”, “Bank”, “Insurance” or “Trust”, or any or their derivatives or cognate expressions, unless it is specifically licensed in Belize to carry on the respective business or activities, as designated by such word.

Generally, the Registrar of Companies may refuse the registration of any particular name of a Belize IBC if, in the opinion of the Registrar, such name is indecent, offensive or is otherwise objectionable. There is a general provision in the Belize IBC Act allowing the Registrar to deny registration of any such “undesirable” name at the Registrars` discretion.

MANDATORY WORDS

The name-endings denoting the type of company. The name of the Belize IBC must contain any of the words “Limited”, “Corporation”, “Incorporated”, “Society Anonyme” or “Sociedad Anonima” or “Aktiengesellschaft” or the abbreviations “Ltd.”, “Corp.”, “Inc.” or “S.A.” or “A.S.” or “A.G.” A company may use and may be legally designated by either the full or the abbreviated form of these limited liability designations.

LANGUAGE OF THE NAME

The name of a Belize IBC must be registered in Roman script, but an alternative name in any other script may be registered, if it represents an accurate translation of the name registered in Roman script.

Step 2 – State corporate features of your future company

THE AUTHORISED CAPITAL

Capital may be expressed in foreign currency. An IBC may issue bearer shares and shares of no par value; but bearer shares must be held in the custody of a local registered agent.
Our standard Memorandum of Association provides that the authorised capital will consist of US$ 50,000 divided into 50,000 shares with a par value of US$ 1.00 each or of no par value. The actual amount of the Government fee depends on the amount and type of the authorised capital of the IBC. An IBC whose authorised capital does not exceed $50,000 with all shares having a par value pays the standard fees; an IBC whose authorised capital exceeds $50,000 with all shares having a par value pays greatly increased fees; an IBC with some or all of its shares having no par value pay slightly higher Government Fees than the standard.

DIRECTORS

Provide us with Directors’ details. The minimum number of directors is one, who may be a natural person or a body corporate. The directors’ names will never appear on any public document. This information will remain confidential. In order to increase the confidentiality you may opt for Apollo nominee director’s services.

SHAREHOLDERS

Provide us with Shareholders’ details. The minimum number of shareholders is one, who may be a natural person or a corporate body. The shareholders’ names will never appear on any public document. This information will remain confidential. In order to increase the confidentiality you may opt for Apollo nominee shareholder’s services

Step 3 – We register your company with the features of your choice

The documents of incorporation are the Memorandum of Association and the Articles of Association which are submitted for registration to the Registrar. The documents of incorporation are checked by the Registrar and, upon approval, a Certificate of Incorporation is issued.
The standard documents which will be included in corporate set are as follows:

Certificate of Incorporation

Memorandum of Association

Articles of Association

Resolution of Subscribers appointing first director

Share certificates

Draft of first Resolution of Directors

Please note that further documents will be issued should you require additional services. Once the documents are ready the order is dispatched to you immediately by any courier service.